NAVIGATION CAPITAL PARTNERS, INC. - 08 Sep 2021 Form 4 Insider Report for American Virtual Cloud Technologies, Inc.

Role: 10%+ Owner
Signature: Navigation Capital Partners, Inc. By: /s/ Lawrence E. Mock, Managing Partner
Issuer symbol: N/A
Transactions as of: 08 Sep 2021
Net transactions value: -$24,295,608
Form type: 4
Filing time: 04 Oct 2021, 21:02:15 UTC
Previous filing: 01 Jun 2021
Next filing: 04 Oct 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	AVCT	Common Stock	Conversion of derivative security		+2,104,097			2,104,097	08 Sep 2021	Please see footnotes	F1, F2
transaction	AVCT	Common Stock	Conversion of derivative security		+5,512,145	+262%		7,616,242	08 Sep 2021	Please see footnotes	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	AVCT	Series A Convertible Debentures	Conversion of derivative security	$6,305,608				0	08 Sep 2021	Common Stock	2,104,097		Please see footnotes	F1, F2
transaction	AVCT	Series A-1 Convertible Debentures	Conversion of derivative security	$17,990,000				0	08 Sep 2021	Common Stock	5,512,145		Please see footnotes	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures and Series A-1 Convertible Debentures (the "Debentures") automatically converted into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $3.45 (the "Mandatory Conversions"). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period. This Form 4 is being filed late due to administrative error.
F2	The reported securities are directly held by Navigation Capital Partners SOF I, LLC, a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital" and, together with SPAC Opps, the "Reporting Persons"). As a result, the Reporting Persons may be deemed to indirectly beneficially own the reported securities. The Reporting Persons each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.

Content

On September 8, 2021, the unpaid principal amount (together with all accrued but unpaid interest thereon) of the Series A Convertible Debentures and Series A-1 Convertible Debentures (the "Debentures") automatically converted into shares of the Issuer's common stock, par value $0.001 per share (the "Common Stock") at a conversion price of $3.45 (the "Mandatory Conversions"). The Mandatory Conversions were triggered by the closing price of the Common Stock on the Nasdaq Capital Market exceeding $6.00 for 40 trading days within a consecutive 60 trading day-period. This Form 4 is being filed late due to administrative error.

The reported securities are directly held by Navigation Capital Partners SOF I, LLC, a direct wholly-owned subsidiary of SPAC Opportunity Fund I, L.P. ("SPAC Opps"), an entity controlled by Navigation Capital Partners, Inc. ("Navigation Capital" and, together with SPAC Opps, the "Reporting Persons"). As a result, the Reporting Persons may be deemed to indirectly beneficially own the reported securities. The Reporting Persons each disclaim beneficial ownership of such securities except to the extent of their pecuniary interest therein.